Aqua Bio Technology — Share Issue/Capital Change 2023

Jul 24, 2023

Aqua Bio Technology ASA - completion of private placement

Aqua Bio Technology ASA - completion of private placement

24.7.2023 08:30:20 CEST | Aqua Bio Technology ASA | Inside information

Reference is made to the stock exchange notices by Aqua Bio Technology ASA (the

"Company" or "ABT") on 23 July 2023, regarding the acquisition of Skinteam Norge

AS ("Skinteam") and the contemplated private placement for gross proceeds of

minimum NOK 74 million and an expected gross amount of above NOK 75 million (the

"Private Placement") at a fixed subscription price of NOK 3 per new share (the

"New Shares") towards the shareholders of Skinteam and certain investors of ABT.

The board of directors of the Company (the "Board") closed the application

period in the Private Placement today at 0800 CET and is pleased to announce

that it has raised gross proceeds of NOK 76 million through the Private

Placement. The Board will allocate the corresponding New Shares to the investors

in the Private Placement and notifications of allotment of the Offer Shares will

be sent to the investors around 25 July 2025.

The Company will formally resolve to issue the New Shares in an extraordinary

general meeting (the "EGM") that the Board expects to hold the last week of

August 2023. The Company will receive loans that will be converted into New

Shares that will represent payment for the New Shares Subject to timely payments

of loans and loan conversions for all allocated New Shares, the Company will

deliver the New Shares as soon as the prospectus for the listing of the New

Shares has been approved.

The net proceeds of the Private Placement will be used for the acquisition of

Skinteam, strengthening of the Company's equity position and general corporate

purposes and other business development activities.

The Company has considered the Private Placement in light of the equal treatment

principle under Norwegian Securities Trading Act under the Oslo Rule Book II for

companies listed on Euronext Expand, and is of the opinion that the proposed

Private Placement is in compliant with these requirements. The Board has

emphasized, among other things, that issuance of the New Shares is a

prerequisite for the consummation of the Acquisition which is expected to

generate significant positive synergy effects, including but not limited to,

strengthening of the Company's cash flow through increased sales and improved

margins. Further, the Private Placement entails that the contemplated conversion

of debt and newly available loans into equity materially will strengthen the

Company's balance sheet, and that the Subsequent Offering (as defined below)

will mitigate some of the dilutive effect on the shareholdings of the

shareholders who did not participate in the Private Placement.

The Private Placement is directed towards investors subject to applicable

exemptions from relevant prospectus requirements, (i) outside the United States

to non-US persons in reliance on Regulation S under the US Securities Act of

1933 (the "US Securities Act") and (ii) in the United States to "qualified

institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities

Act in transactions that are exempt for registration under the US Securities Act

The completion of the Private Placement is subject to (i) the Company resolving

the necessary corporate resolutions, (ii) the Company receiving the total

subscription amount in the Private Placement, (iii) the approval of a listing

prospectus by the Norwegian Financial Supervisory Authority and (iv) the

corresponding share capital raise being registered in the Norwegian Register of

Business Enterprises.

The Subsequent Offering

In order to reduce the dilution resulting from the issuance of the New Shares,

the Board will launch a subsequent offering (the "Subsequent Offering") of new

shares at a fixed subscription price of NOK 3 (same as for the new shares). The

Subsequent Offering will be directed towards the Company's shareholders as of 23

July, as registered in the VPS on 25 July 2023 (the "Record Date"), less (i)

shareholders subscribed for New Shares in the Private Placement, and (ii)

shareholders who are residing in a jurisdiction where such offering would be

unlawful or would require any filing, registration or similar action. The

Subsequent Offering is among other things subject to the completion of the

Private Placement and approval from the EGM.

More details about the Subsequent Offering will follow, and the Company may

cancel the Subsequent Offering at its sole discretion.

This information was considered to be inside information pursuant to the EU

Market Abuse Regulation, and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. The stock exchange

announcement was published by Håvard Lindstrøm, CEO, on 24 July 2023, at 0830

CEST.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this announcement may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, Hong Kong or the United States or any other

jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for or

purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities of the Company.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update, review

or revise any statement contained in this announcement whether as a result of

new information, future developments or otherwise.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Håvard Lindstrøm, 004794132288, hl@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skincare products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skincare products developed by partners towards consumers and

professional users. ABT's focus on commercialization and development of natural

ingredients and natural skincare products has been, and will continue to be, an

important part of the Company's strategy going forward. Aqua Bio Technology is

listed on the Euronext Expand market of the Oslo Stock Exchange.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Håvard Lindstrøm, 004794132288, hl@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skin care products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skin care products developed by partners towards consumers and

professional users. Aqua Bio Technology is listed on Euronext Expand.

ATTACHMENTS

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